Filed Pursuant to Rule 433	
 	Issuer Free Writing Prospectus dated November 12, 2013	
 	Relating to Preliminary Prospectus dated October 18, 2013	
 	Registration No. 333-191797	

 
NRG Energy, Inc. Reports Third Quarter Results with $1 Billion in Adjusted EBITDA; Enters into Agreement to Acquire Edison Mission Energy (EME) and Updates Guidance

Financial Highlights
 
·                 $1 billion of Adjusted EBITDA in the third quarter and $1,967 million in the first nine months of 2013;
 
·                 $773 million of Free Cash Flow (FCF) before growth investments in the third quarter and $896 million in the first nine months of 2013;
 
·                 $395 million increase in NRG Energy Inc’s cash available for allocation as a result of successful IPO of NRG Yield, Inc. (NRG Yield); and
 
·                 $3,671 million of total liquidity as of September 30, 2013.
 
2013 and 2014 Guidance
 
·                 Narrowing 2013 Guidance as follows:
 
o               Adjusted EBITDA from $2,550-$2,700 million to $2,550-$2,600 million
 
o               FCF before growth investments from $1,050-$1,200 million to $1,125-$1,175 million
 
·                 Revising 2014 Guidance as follows:
 
o               Adjusted EBITDA from $2,850-$3,050 million to $2,700-$2,900 million
o               FCF before growth investments from $1,100-$1,300 to $950-$1,150 million
 
Business and Operational Highlights
 
·                 Agreed to acquire substantially all of Edison Mission Energy’s (EME) assets for $2,635 million, including $1,063 million of acquired cash;
 
·                 Closed the acquisition of the Gregory cogeneration plant, expanding NRG’s cogeneration fleet and providing it with additional cost-effective baseload power in ERCOT;
 
·                 Acquired Energy Curtailment Specialists (ECS), one of the largest private demand response providers in North America, on August 22, 2013, enabling NRG to provide expanded solutions to its retail customers;
 
·                 Launched NRG Residential Solutions in order to provide consumers unprecedented choice in tailoring electricity plans to individual consumer needs;
 
·                 Achieved commercial operations of 290 MW Agua Caliente project, now the largest operating solar PV project in the world; and
 
·                 Achieved full and timely commercial operations of the 250 MW California Valley Solar Ranch (CVSR) project.
 
PRINCETON, NJ; November 12, 2013 – NRG Energy, Inc. (NYSE: NRG) today reported third quarter 2013 Adjusted EBITDA of $1 billion with Wholesale contributing $741 million, Retail contributing $176 million and NRG Yield contributing $83 million. Year-to-date adjusted cash flow from operations totaled $1,175 million. Net loss for the first nine months of 2013 was ($74) million, or ($0.25) per diluted common share compared to net income of $43 million, or $0.16 per diluted common share, for the first nine months of 2012.

 
“NRG has been intensely focused on delivering exceptional performance during the critical third quarter and I am pleased to report that our hard work produced satisfactory financial results notwithstanding the moderate summer weather, which led to little scarcity pricing and a weakened forward price curve,” said David Crane, NRG President and Chief Executive Officer. “We also were able during the quarter to build our strategic platform with the GenOn integration and the Gregory acquisition, the successful IPO of NRG Yield, and through the purchase of demand-side firm Energy Curtailment Specialists. I expect these additions, the pending EME acquisition and other successes achieved during the quarter will be extremely important as we position NRG for continued success going forward.”
 
Segment Results
 
Table 1: Adjusted EBITDA
 
($ in millions)
 	 	Three Months Ended
 	 	Nine Months Ended
 	 	
Segment
 	 	9/30/13
 	 	9/30/12(2)
 	 	9/30/13
 	 	9/30/12(2)
 	 	
Retail	 	176	 	173	 	423	 	504	 	
 	 	 	 	 	 	 	 	 	 	
Wholesale	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Gulf Coast	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
- Texas	 	216	 	323	 	411	 	690	 	
 	 	 	 	 	 	 	 	 	 	
- South Central	 	33	 	31	 	43	 	83	 	
 	 	 	 	 	 	 	 	 	 	
East	 	409	 	54	 	740	 	71	 	
 	 	 	 	 	 	 	 	 	 	
West	 	60	 	31	 	118	 	69	 	
 	 	 	 	 	 	 	 	 	 	
Other	 	6	 	11	 	18	 	38	 	
 	 	 	 	 	 	 	 	 	 	
NRG Yield	 	83	 	29	 	178	 	79	 	
 	 	 	 	 	 	 	 	 	 	
Alternative Energy	 	52	 	23	 	87	 	31	 	
 	 	 	 	 	 	 	 	 	 	
Corporate	 	(35)	 	3	 	(51)	 	(16)	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA(1)
 	 	1,000
 	 	678
 	 	1,967
 	 	1,549
 	 	
(1)  Detailed adjustments by region are shown in Appendix A
 
(2)  Revised to reflect new EBITDA methodology
 
Table 2: Net Income/(Loss)
 
($ in millions)
 	 	Three Months Ended
 	 	Nine Months Ended
 	 	
Segment
 	 	9/30/13
 	 	9/30/12
 	 	9/30/13
 	 	9/30/12
 	 	
Retail	 	(60)	 	(300)	 	231	 	504	 	
 	 	 	 	 	 	 	 	 	 	
Wholesale	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Gulf Coast	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
- Texas	 	265	 	299	 	14	 	(202)	 	
 	 	 	 	 	 	 	 	 	 	
- South Central	 	17	 	19	 	17	 	—	 	
 	 	 	 	 	 	 	 	 	 	
East	 	245	 	30	 	238	 	(31)	 	
 	 	 	 	 	 	 	 	 	 	
West	 	30	 	35	 	62	 	42	 	
 	 	 	 	 	 	 	 	 	 	
Other	 	1	 	5	 	2	 	18	 	
 	 	 	 	 	 	 	 	 	 	
NRG Yield	 	31	 	4	 	76	 	8	 	
 	 	 	 	 	 	 	 	 	 	
Alternative Energy	 	(21)	 	(16)	 	(75)	 	(45)	 	
 	 	 	 	 	 	 	 	 	 	
Corporate	 	(384)	 	(77)	 	(639)	 	(251)	 	
 	 	 	 	 	 	 	 	 	 	
Net Income/(Loss)
 	 	124
 	 	(1)
 	 	(74)
 	 	43

Retail: Third quarter Adjusted EBITDA was $176 million; $3 million higher than the third quarter 2012. Lower operating expenses of  $ 16 million, primarily from improved operating efficiencies and cost management, were partially offset by $13 million in lower gross margin driven by competitive pricing, a reduction in C&I load and higher supply costs.
 
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Gulf Coast - Texas: Third quarter Adjusted EBITDA was $216 million; $107 million lower than the third quarter 2012 despite a 6% increase in MWh generated, as higher fuel costs and lower realized energy prices reduced gross margin by $117 million. This reduction was partially offset by the acquisition of Gregory in August 2013, increased revenue from bilateral agreements and improved fleet availability.
 
Gulf Coast - South Central: Third quarter Adjusted EBITDA was $33 million; $2 million higher than the third quarter of 2012 as a result of an increase in average realized energy margins and the addition of assets from the GenOn transaction, partially offset by lower merchant sales due to milder weather.
 
East: Third quarter Adjusted EBITDA was $409 million; $355 million higher than the third quarter 2012 driven by the addition of assets from the GenOn transaction which contributed $282 million. The balance of the improvement in Adjusted EBITDA was driven by the Dunkirk reliability support services agreement and a 26% increase in New York and PJM hedged capacity prices.
 
West: Third quarter Adjusted EBITDA was $60 million; $29 million higher than the third quarter of 2012 driven by contributions from the operations of the El Segundo Energy Center, which commenced operations on August 1, 2013, and the addition of assets from the GenOn transaction, partially offset by decreased margins on capacity and power sales in the West Region due to below-average energy and natural gas prices.
 
NRG Yield: Third quarter Adjusted EBITDA was $83 million; $54 million higher than the third quarter 2012. These results were driven by a number of assets that achieved commercial operations in 2013 and late 2012: Marsh Landing natural gas-fired facility (May 2013), and the Borrego (February 2013), Alpine (January 2013) and Avra Valley (December 2012) solar facilities.
 
Alternative Energy: Third quarter Adjusted EBITDA was $52 million; $29 million higher than the third quarter 2012. Solar gross margin was $74 million, a $32 million increase from the prior year driven by the addition of new phases to the Company’s Agua Caliente and CVSR facilities. The improved margin was partially offset by NRG’s costs relating to continued development efforts for solar and new business.
 
Liquidity and Capital Resources
 
Table 3: Corporate Liquidity
 
($ in millions)	 	9/30/13	 	6/30/13	 	12/31/12	 	
Cash and Cash Equivalents	 	2,129	 	1,368	 	2,087	 	
Restricted cash	 	307	 	267	 	217	 	
Total	 	2,436	 	1,635	 	2,304	 	
Total Credit Facility Availability	 	1,235	 	1,181	 	1,058	 	
Total Liquidity	 	3,671	 	2,816	 	3,362	 	

Total current liquidity, as of September 30, 2013, was $3,671 million, an increase of $309 million from December 31, 2012.  The increase includes $177 million in total credit facility availability and $132 million in cash consisting of the following items:
 
·                 $1,637 million of cash inflows through September 2013, consisting of the following items:
o               $1,175 million of adjusted cash flow from operations; and
o               $462 million of proceeds from NRG Yield IPO.
·                 Partially offset by $1,505 million of cash outflows through September 2013, consisting of the following items:
 
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o               $418 million net financing activities consisting of $775 million to repurchase senior notes and $93 million repayments of debt; partially offset by $450 million in proceeds from the Term Loan B issuance;
o               $374 million for acquisitions, net of cash acquired;
o               $272 million of maintenance and environmental capital expenditures, net;
o               $142 million of solar and conventional growth investments, net of debt proceeds, third party funding and cash grant proceeds;
o               $137 million of merger and integration expenses and capital expenditures;
o               $113 million of dividends to common and preferred shareholders;
o               $25 million of share repurchases; and
o               $24 million of other investing and financing, net.
 
Growth Initiatives and Strategic Developments
 
NRG continued to enhance its competitiveness and strategic positioning through a wide range of growth initiatives, including:
 
Proposed Acquisition of Edison Mission Energy
 
On October 18, 2013, the Company entered into an agreement with EME, certain of its owners and other stakeholders to acquire substantially all of EME’s assets for $2,635 million, including $1,063 million of cash on hand. Upon closing, this transaction would add approximately 8,000 MW of generation assets, including 1,600 MW of long-term, fully contracted assets eligible for future drop down to NRG Yield. The transaction is subject to various approvals, including the approval of the United States Bankruptcy Court for the Northern District of Illinois. Assuming all conditions are met, the transaction is expected to close in the first quarter of 2014.
 
IPO of NRG Yield
 
On July 22, 2013, 22,511,250 shares of Class A common stock in NRG Yield (NYSE: NYLD) were issued to the public. NRG Yield is an investment vehicle that holds and seeks to invest in high quality, contracted and operating conventional, renewable generation and thermal energy infrastructure assets developed, constructed, owned and/or operated by NRG, with a capital allocation strategy that is focused on dividend growth funded by reliable long term cash flows generated by its highly contracted portfolio of generating assets. The Company received proceeds, net of underwriting discounts, commissions and fees, of approximately $462 million from the offering.
 
Retail
 
·                 Energy Curtailment Specialists – On August 22, 2013, the Company acquired ECS, one of the largest private demand response providers in North America, enabling NRG to provide expanded solutions to its retail customers. ECS offers business customers ways to contribute to energy load reduction during times of peak demand. ECS currently manages more than 2,000 megawatts of demand response across the country for over 5,000 customers.
 
Solar
 
·                 Agua Caliente – As of September 30, 2013, achieved commercial operations of 290 MW of generation capacity of Agua Caliente, making it the largest operating solar PV project in the world. Construction is several months ahead of schedule and is currently expected to reach full completion in early 2014. Power generated by Agua Caliente is being sold under a 25-year power purchase agreement (PPA) to Pacific Gas and Electric Co. (PG&E). NRG owns a 51% interest in the project.
 
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·                 CVSR – On October 31, 2013, achieved full and on time commercial operations of the 250 MW CVSR project. Power from this project is being sold to PG&E under 25-year PPAs.
 
·                 Ivanpah – On September 24, 2013, NRG achieved the critical “first sync” major milestone for the project – producing its first output of energy of the Ivanpah Solar Electric Generating System. All units (378 MW) are currently expected to be completed in the fourth quarter of 2013. Power from Units 1 and 3 will be sold to PG&E via two 25-year PPAs, and power from Unit 2 will be sold to Southern California Edison (SCE) under a 20-year PPA.
 
Conventional
 
·                 Gregory – On August 7, 2013, the Company closed on the acquisition of the approximately 400 MW, 160 MWt Gregory cogeneration plant in Corpus Christi, Texas, for approximately $245 million, net of cash acquired, expanding its growing cogeneration fleet and providing NRG with additional cost-effective baseload power in ERCOT. This acquisition was funded by $120 million of Term Loan proceeds and NRG capital available for allocation.
 
·                 El Segundo – On August 1, 2013, the Company achieved commercial operations of twin units at its El Segundo Power Generating Station, a 550 MW fast start, gas turbine combined cycle generating facility in El Segundo, California. The facility was constructed pursuant to a 10-year, 550 MW PPA with SCE.
 
Outlook for 2013 and 2014
 
NRG has narrowed the range of its Adjusted EBITDA and FCF before growth investments guidance for 2013, while revising downward for 2014. This reduction in 2014 is primarily due to the decline in forward curves across all of our core Wholesale regions over the past few months as a result of the lack of scarcity pricing during the summer of 2013.
 
Table 4: 2013 and 2014 Adjusted EBITDA and FCF before growth investments Guidance
 
 	 	11/12/2013	 	8/9/2013	 	

($ in millions)	 	2013	 	2014	 	2013	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	2,550 – 2,600	 	2,700 – 2,900	 	2,550 – 2,700	 	2,850 – 3,050	 	
Interest payments	 	(945)	 	(950)	 	(945)	 	(945)	 	
Income tax	 	50	 	(40)	 	50	 	(40)	 	
Working capital/other changes	 	(65)	 	(105)	 	(120)	 	(165)	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted Cash flow from operations	 	1,590 – 1,640	 	1,605 – 1,805	 	1,535 – 1,685	 	1,700 – 1,900	 	
Maintenance capital expenditures, net	 	(320)	 	(335)-(355)	 	(325)-(345)	 	(315)-(335)	 	
Environmental capital expenditures, net	 	(130)	 	(230)-(250)	 	(135)-(145)	 	(220)-(240)	 	
Preferred dividends	 	(9)	 	(9)	 	(9)	 	(9)	 	
Distributions to non-controlling interests- NRG Yield and Solar	 	(6)	 	(60)	 	(7)	 	(33)	 	
 	 	 	 	 	 	 	 	 	 	
Free cash flow – before growth investments	 	1,125 – 1,175	 	950 – 1,150	 	1,050 – 1,200	 	1,100 – 1,300	 	
 	 	 	 	 	 	 	 	 	 	
Notes - subtotals and totals are rounded
 
2013 Capital Allocation Program
 
On October 18, 2013, the Company announced it entered into an agreement to acquire substantially all of the assets of EME. The aggregate purchase price is $2,635 million (or $1,572 million net of $1,063 million retained cash within EME). The aggregate purchase price, which is subject to certain post-closing
 
5

 
adjustments, will consist of approximately 12.7 million shares of NRG common stock (valued at $350 million based upon the volume-weighted average trading price of the 20 trading days prior to October 18, 2013) with the balance to be paid in cash. The cash portion of purchase price will be funded using a combination of cash on hand and approximately $700 million newly issued corporate debt, an amount which permits continued adherence to NRG’s prudent balance sheet management target metrics.
 
During the first nine months of 2013, the Company purchased 972,292 shares of NRG common stock for $25 million, at an average cost of $25.88 per share. As a result of the pending EME acquisition, NRG did not have the opportunity to complete the remaining $175 million of share repurchases under the 2013 Capital Allocation Program and does not expect to have that opportunity through the remainder of the 2013 fiscal year.
 
On October 16, 2013, the Company declared a quarterly dividend of $0.12 per share, payable November 15, 2013, to shareholders of record as of November 1, 2013.
 
The Company’s common stock dividend and share repurchases are subject to available capital, market conditions, and compliance with associated laws and regulations.
 
Potential Drop-Down of Assets to NRG Yield
NRG intends to offer the following NRG ROFO Assets to NRG Yield through 2014:
·                 TA High Desert – 20 MW solar facility located in LA County, CA.
·                 RE Kansas South – 20 MW solar facility located in Kings County, CA
·                 El Segundo Energy Center – 550 MW fast start natural gas-fired facility located in LA County, CA
·                 CVSR – Remaining NRG interest in this 250 MW solar facility located in San Luis Obispo County, CA
 
The proceeds from these drop downs would increase NRG’s capital available for allocation.
 
Earnings Conference Call
On November 12, 2013, NRG will host a conference call at 9:00 am Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to NRG’s website at http://www.nrgenergy.com  and clicking on “Investors.” The webcast will be archived on the site for those unable to listen in real time.
 
Additional Information
NRG has filed a registration statement (including a prospectus) with the SEC for the offering of NRG common stock to which this communication relates. The NRG common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of NRG common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. You should read the prospectus in that registration statement and other documents NRG has filed with the SEC for more complete information about NRG and this offering before making any investment decision. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you the prospectus if you request it by calling 609-524-4500 or emailing investor.relations@nrgenergy.com.

About NRG
NRG is leading a customer-driven change in the U.S. energy industry by delivering cleaner and smarter energy choices, while building on the strength of the nation’s largest and most diverse competitive power portfolio. A Fortune 500 company, we create value through reliable and efficient conventional generation while driving innovation in solar and renewable power, electric vehicle ecosystems, carbon capture
 
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technology and customer-centric energy solutions. Our retail electricity providers – Reliant, Green Mountain Energy, Energy Plus and NRG Residential Solutions – serve more than 2 million residential and commercial customers throughout the country. More information is available at www.nrgenergy.com. Connect with NRG Energy on Facebook and follow us on Twitter @nrgenergy.

Safe Harbor Disclosure
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.
 
Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions and repowerings, our ability to implement value enhancing improvements to plant operations and companywide processes, our ability to obtain federal loan guarantees, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers, our ability to realize value through our commercial operations strategy and the creation of NRG Yield, the ability to successfully integrate acquired businesses, the ability to realize anticipated benefits of these transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, our ability to close the proposed EME transaction and share repurchase under the Capital Allocation Plan may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions.
 
NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Adjusted EBITDA guidance and free cash flows are estimates as of today’s date, November 12, 2013 and are based on assumptions believed to be reasonable as of this date. NRG expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the Securities and Exchange Commission at  www.sec.gov . In addition, NRG makes available free of charge at  www.nrgenergy.com  (in the “Investors” section), copies of materials it files with, or furnish to, the SEC.
 
Contacts:
 
Media:	Investors:	
 	 	
Karen Cleeve	 	Chad Plotkin	
609.524.4608	 	609.524.4526	
 	 	 	
Dave Knox	 	Daniel Keyes	
713.537.2130	 	609.524.4527	
 
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NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 	 	Three Months ending
September 30,	 	Nine Months ending
September 30,	
 	 	 	 	 	
 	 	2013	 	2012	 	2013	 	2012	
 	 	 	 	 	 	 	 	 	
(In millions, except for per share amounts)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Operating Revenues	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Total operating revenues	 	$ 3,490	 	$ 2,331	 	$8,500	 	$ 6,359	
 	 	 	 	 	 	 	 	 	
Operating Costs and Expenses	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Cost of operations	 	2,355	 	1,740	 	6,179	 	4,660	
 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	318	 	239	 	921	 	703	
 	 	 	 	 	 	 	 	 	
Selling, general and administrative	 	229	 	224	 	671	 	613	
 	 	 	 	 	 	 	 	 	
Acquisition-related transaction and integration costs	 	26	 	18	 	95	 	18	
 	 	 	 	 	 	 	 	 	
Development activity expenses	 	27	 	24	 	63	 	52	
 	 	 	 	 	 	 	 	 	
Total operating costs and expenses	 	2,955	 	2,245	 	7,929	 	6,046	
 	 	 	 	 	 	 	 	 	
Operating Income	 	535	 	86	 	571	 	313	
 	 	 	 	 	 	 	 	 	
Other Income/(Expense)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Equity in (losses)/earnings of unconsolidated affiliates	 	(5)	 	4	 	6	 	26	
 	 	 	 	 	 	 	 	 	
Other income, net	 	5	 	9	 	9	 	12	
 	 	 	 	 	 	 	 	 	
Loss on debt extinguishment	 	(1)	 	(41)	 	(50)	 	(41)	
 	 	 	 	 	 	 	 	 	
Interest expense	 	(228)	 	(163)	 	(630)	 	(495)	
 	 	 	 	 	 	 	 	 	
Total other expense	 	(229)	 	(191)	 	(665)	 	(498)	
 	 	 	 	 	 	 	 	 	
Income/(Loss) Before Income Taxes	 	306	 	(105)	 	(94)	 	(185)	
 	 	 	 	 	 	 	 	 	
Income tax expense/(benefit)	 	163	 	(113)	 	(47)	 	(246)	
 	 	 	 	 	 	 	 	 	
Net Income/(Loss)	 	143	 	8	 	(47)	 	61	
 	 	 	 	 	 	 	 	 	
Less: Net income attributable to noncontrolling interest	 	19	 	9	 	27	 	18	
 	 	 	 	 	 	 	 	 	
Net Income/(Loss) Attributable to NRG Energy, Inc.	 	124	 	(1)	 	(74)	 	43	
 	 	 	 	 	 	 	 	 	
Dividends for preferred shares	 	2	 	2	 	7	 	7	
 	 	 	 	 	 	 	 	 	
Income/(Loss) Available for Common Stockholders	 	$ 122	 	$ (3)	 	$ (81)	 	$36	
 	 	 	 	 	 	 	 	 	
Earnings/(Loss) Per Share Attributable to NRG Energy, Inc. Common Stockholders	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding – basic	 	323	 	228	 	323	 	228	
 	 	 	 	 	 	 	 	 	
Earnings/(Loss) per weighted average common share – basic	 	$ 0.38	 	$ (0.01)	 	$ (0.25)	 	$ 0.16	
 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding – diluted	 	327	 	228	 	323	 	230	
 	 	 	 	 	 	 	 	 	
Earnings/(Loss) per weighted average common share – diluted	 	$ 0.37	 	$(0.01)	 	$ (0.25)	 	$ 0.16	
 	 	 	 	 	 	 	 	 	
Dividends Per Common Share	 	$ 0.12	 	$ 0.09	 	$ 0.33	 	$ 0.09	
 
8

 
NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
 
 	 	Three Months ending
September 30,	 	Nine Months ending
September 30,	
 	 	 	 	 	 	 	 	 	
 	 	2013	 	2012	 	2013	 	2012	
 	 	 	 	 	 	 	 	 	
Net Income/(Loss)	 	$ 143	 	$ 8	 	$ (47)	 	$ 61	
 	 	 	 	 	 	 	 	 	
Other Comprehensive (Loss)/Income, net of tax	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Unrealized (loss)/gain on derivatives, net of income tax benefit of $5, $24, $2 and $76	 	(16)	 	(43)	 	8	 	(132)	
 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments, net of income tax benefit of $1, $0, $13 and $1	 	5	 	1	 	(14)	 	(1)	
 	 	 	 	 	 	 	 	 	
Reclassification adjustment for translation gain realized upon sale of Schkopau, net of income tax expense of $0, $6, $0 and $6	 	—	 	(11)	 	—	 	(11)	
 	 	 	 	 	 	 	 	 	
Available-for-sale securities, net of income tax expense of $0, $1, $1 and $1	 	—	 	2	 	2	 	2	
 	 	 	 	 	 	 	 	 	
Defined benefit plans, net of tax expense of $0, $0, $4 and $0	 	—	 	—	 	25	 	—	
 	 	 	 	 	 	 	 	 	
Other comprehensive (loss)/income	 	(11)	 	(51)	 	21	 	(142)	
 	 	 	 	 	 	 	 	 	
Comprehensive Income/(Loss)	 	132	 	(43)	 	(26)	 	(81)	
 	 	 	 	 	 	 	 	 	
Less: Comprehensive income attributable to noncontrolling interest	 	18	 	9	 	26	 	18	
 	 	 	 	 	 	 	 	 	
Comprehensive Income/(Loss) Attributable to NRG Energy, Inc.	 	114	 	(52)	 	(52)	 	(99)	
 	 	 	 	 	 	 	 	 	
Dividends for preferred shares	 	2	 	2	 	7	 	7	
 	 	 	 	 	 	 	 	 	
Comprehensive Income/(Loss) Available for Common Stockholders	 	$ 112	 	$ (54)	 	$ (59)	 	$ (106)	
 
9

 
NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 	 	September 30, 2013	 	December  31, 2012	 	
 	 	(unaudited)	 	 	 	
(In millions, except shares)	 	 	 	 	
ASSETS	 	 	 	 	
Cash and cash equivalents	 	$ 2,129	$ 2,087	
Current Assets	 	 	 	
Funds deposited by counterparties	 	122	271	
Restricted cash	 	307	217	
Accounts receivable – trade, less allowance for doubtful accounts of $41 and $32	 	1,366	1,061	
Inventory	 	861	911	
Derivative instruments	 	1,389	2,644	
Cash collateral paid in support of energy risk management activities	 	288	229	
Deferred income taxes	 	—	56	
Renewable energy grant receivable	 	345	58	
Prepayments and other current assets	 	442	 	401	
Total current assets	 	7,249	 	7,935	
Property, plant and equipment, net of accumulated depreciation of $6,264 and $5,417	 	20,600	 	20,241	
Other Assets	 	 	 	
Equity investments in affiliates	 	626	676	
Note receivable, less current portion	 	76	79	
Goodwill	 	1,953	1,956	
Intangible assets, net of accumulated amortization of $1,915 and $1,706	 	1,141	1,200	
Nuclear decommissioning trust fund	 	524	473	
Derivative instruments	 	506	662	
Deferred income taxes	 	1,499	1,282	
Other non-current assets	 	689	 	600	
Total other assets	 	7,014	 	6,928	
Total Assets	 	$ 34,863	 	$ 35,104	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	
Current Liabilities	 	 	 	
Current portion of long-term debt and capital leases	 	$ 911	$ 147	
Accounts payable	 	1,140	1,171	
Derivative instruments	 	1,064	1,981	
Deferred income taxes	 	112	—	
Cash collateral received in support of energy risk management activities	 	122	271	
Accrued expenses and other current liabilities	 	1,033	 	1,085	
Total current liabilities	 	4,382	 	4,655	
Other Liabilities	 	 	 	
Long-term debt and capital leases	 	15,802	15,736	
Nuclear decommissioning reserve	 	290	354	
Nuclear decommissioning trust liability	 	303	273	
Deferred income taxes	 	50	55	
Derivative instruments	 	372	500	
Out-of-market contracts	 	1,157	1,231	
Other non-current liabilities	 	1,377	 	1,553	
Total non-current liabilities	 	19,351	 	19,702	
Total Liabilities	 	23,733	 	24,357	
3.625% convertible perpetual preferred stock (at liquidation value, net of issuance costs)	 	249	249	
Commitments and Contingencies	 	 	 	
Stockholders’ Equity	 	 	 	
Common Stock	 	4	4	
Additional paid-in capital	 	7,843	7,587	
Retained earnings	 	4,272	4,459	
Less treasury stock, at cost – 77,347,528 and 76,505,718 shares, respectively	 	(1,942)	(1,920)	
Accumulated other comprehensive loss	 	(129)	(150)	
Noncontrolling interest	 	833	 	518	
Total Stockholders’ Equity	 	10,881	 	10,498	
Total Liabilities and Stockholders’ Equity	 	$ 34,863	 	$ 35,104	

10

 
NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 	 	Nine Months ended September 30	
 	 	2013	 	2012	
 	 	(In millions)	
 	 	 	 	 	 	
Cash Flows from Operating Activities	 	 	 	 	 	
Net (loss)/ Income	 	$(47)	 	 	$61	
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:	 	 	 	 	 	
Distributions and equity in earnings of unconsolidated affiliates	 	23	 	 	8	
Depreciation and amortization	 	921	 	 	703	
Provision for bad debts	 	49	 	 	40	
Amortization of nuclear fuel	 	27	 	 	29	
Amortization of financing costs and debt discount/premiums	 	(22)	 	 	25	
Adjustment to loss on debt extinguishment	 	(15)	 	 	8	
Amortization of intangibles and out-of-market contracts	 	75	 	 	108	
Amortization of unearned equity compensation	 	32	 	 	27	
Changes in deferred income taxes and liability for uncertain tax benefits	 	39	 	 	(261)	
Changes in nuclear decommissioning trust liability	 	25	 	 	25	
Changes in derivative instruments	 	189	 	 	360	
Changes in collateral deposits supporting energy risk management activities	 	(59)	 	 	213	
Gains on sale of emission allowances	 	(8)	 	 	(3)	
Cash used by changes in other working capital	 	(406)	 	 	(285)	
Net Cash Provided by Operating Activities	 	823	 	 	1,058	
Cash Flows from Investing Activities	 	 	 	 	 	
Acquisitions of business, net of cash acquired	 	(374)	 	 	(40)	
Capital expenditures	 	(1,581)	 	 	(2,474)	
Increase in restricted cash, net	 	(67)	 	 	(96)	
(Increase)/decrease in restricted cash to support equity requirements for U.S. DOE funded projects	 	(20)	 	 	151	
Increase in notes receivable	 	(22)	 	 	(22)	
Investments in nuclear decommissioning trust fund securities	 	(369)	 	 	(341)	
Proceeds from sales of nuclear decommissioning trust fund securities	 	344	 	 	316	
Proceeds from renewable energy grants	 	52	 	 	49	
Proceeds from sale of assets, net of cash disposed of	 	13	 	 	137	
Other	 	(7)	 	 	(9)	
Net Cash Used by Investing Activities	 	(2,031)	 	 	(2,329)	
Cash Flows from Financing Activities	 	 	 	 	 	
Payment of dividends to common and preferred stockholders	 	(113)	 	 	(28)	
Payment for treasury stock	 	(25)	 	 	–	
Net receipts from/(payments for) settlement of acquired derivatives that include financing elements	 	177	 	 	(65)	
Proceeds from issuance of long-term debt	 	1,605	 	 	2,541	
Contributions and sales proceeds from noncontrolling interests in subsidiaries	 	504	 	 	316	
Proceeds from issuance of common stock	 	14	 	 	–	
Payment of debt issuance costs	 	(43)	 	 	(30)	
Payments for short and long-term debt	 	(868)	 	 	(955)	
Net Cash Provided by Financing Activities	 	1,251	 	 	1,779	
Effect of exchange rate changes on cash and cash equivalents	 	(1)	 	 	(3)	
Net Increase in Cash and Cash Equivalents	 	42	 	 	505	
Cash and Cash Equivalents at Beginning of Period	 	2,087	 	 	1,105	
Cash and Cash Equivalents at End of Period	 	$2,129	 	 	$1,610	

11

 
Appendix Table A-1: Third Quarter 2013 Regional Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)
 
($ in millions)	Retail	Texas	South
Central	East	West	Other
Conventional	NRG
Yield	Alt.
Energy	Corp.	Total	 	
Net Income/(Loss) Attributable to NRG Energy, Inc	(60)	265	17	245	30	1	31	(21)	(384)	124	 	
 
Plus:	 	 	 	 	 	 	 	 	 	 	 	
Net Income Attributable to Non-Controlling Interest	-	-	-	-	-	-	9	22	(12)	19	 	
Interest Expense, net	1	-	4	12	5	-	13	14	176	225	 	
Loss on Debt Extinguishment	-	-	-	-	-	-	-	-	1	1	 	
Income Tax	-	-	-	-	-	-	5	-	158	163	 	
Depreciation Amortization and ARO Expense	37	117	25	81	14	1	16	27	5	323	 	
Amortization of Contracts
 	10
 	10
 	(6)
 	15
 	(2)
 	-
 	1
 	-
 	-
 	28
 	 	
EBITDA	(12)	392	40	353	47	2	75	42	(56)	883	 	
Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates	-	-	1	-	13	4	8	5	(4)	27	 	
Integration & Transaction Costs	-	-	-	-	-	-	-	-	26	26	 	
Deactivation costs	-	-	-	5	2	-	-	-	-	7	 	
Asset and Investment Write-offs	-	(1)	1	1	-	-	-	4	(1)	4	 	
Market to Market (MtM) losses/(gains) on economic hedges	188	(175)	(9)	50	(2)	-	-	1	-	53	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	176	216	33	409	60	6	83	52	(35)	1,000	 	
 
Appendix Table A-2: Third Quarter 2012 Regional Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)
 
($ in millions)	Retail	Texas	South
Central	East	West	Other
Conventional	NRG
Yield	Alt.
Energy	Corp.	Total	 	
Net Income/(Loss) Attributable to NRG Energy, Inc	(300)	299	19	30	35	5	4	(16)	(77)	(1)	 	
 
Plus:	 	 	 	 	 	 	 	 	 	 	 	
Net Income Attributable to Non-Controlling Interest	-	-	-	-	-	-	-	9	-	9	 	
Interest Expense, net	1	-	5	3	1	1	5	8	137	161	 	
Loss on Debt Extinguishment	-	-	-	-	-	-	-	-	41	41	 	
Income Tax	-	-	-	-	-	-	8	(1)	(120)	(113)	 	
Depreciation Amortization and ARO Expense	41	116	23	32	4	1	6	15	4	242	 	
Amortization of Contracts
 	16
 	13
 	(6)
 	-
 	-
 	(1)
 	1
 	-
 	-
 	23
 	 	
EBITDA	(242)	428	41	65	40	6	24	15	(15)	362	 	
Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates	-	-	-	-	-	5	5	9	-	19	 	
Asset Write Off and Impairment	-	6	-	-	-	-	-	-	4	10	 	
Transaction fee on asset sale	-	-	-	-	-	-	-	-	14	14	 	
Legal Settlement	-	-	14	-	-	-	-	-	-	14	 	
MtM losses/(gains) on economic hedges	415	(111)	(24)	(11)	(9)	-	-	(1)	-	259	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	173	323	31	54	31	11	29	23	3	678	 	
 
Appendix Table A-3: YTD Third Quarter 2013 Regional Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)
 
12

 
($ in millions)	 	Retail	 	Texas	 	South
Central	 	East	 	West	 	Other
Conventional	 	NRG
Yield	 	Alt.
Energy	 	Corp.	 	Total	 	
Net Income/(Loss) Attributable to NRG Energy, Inc	 	231	 	14	 	17	 	238	 	62	 	2	 	76	 	(75)	 	(639)	 	(74)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Plus:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income Attributable to Non-Controlling Interest	 	-	 	-	 	-	 	-	 	-	 	-	 	9	 	27	 	(9)	 	27	 	
Interest Expense, net	 	2	 	-	 	12	 	39	 	5	 	-	 	24	 	37	 	502	 	621	 	
Loss on Debt Extinguishment	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	50	 	50	 	
Income Tax	 	-	 	-	 	-	 	-	 	-	 	1	 	5	 	-	 	(53)	 	(47)	 	
Depreciation Amortization and ARO Expense	 	105	 	342	 	74	 	243	 	41	 	3	 	35	 	78	 	15	 	936	 	
Amortization of Contracts	 	49	 	31	 	(17)	 	(4)	 	(5)	 	-	 	1	 	-	 	-	 	55	 	

EBITDA	 	387	 	387	 	86	 	516	 	103	 	6	 	150	 	67	 	(134)	 	1,568	 	
Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates	 	-	 	-	 	2	 	-	 	14	 	12	 	28	 	16	 	(12)	 	60	 	
Integration & Transaction Costs	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	95	 	95	 	
Deactivation costs	 	-	 	-	 	-	 	14	 	4	 	-	 	-	 	-	 	-	 	18	 	
Asset and Investment Write-offs	 	-	 	2	 	1	 	1	 	-	 	-	 	-	 	4	 	-	 	8	 	
MtM losses/(gains) on economic hedges	 	36	 	22	 	(46)	 	209	 	(3)	 	-	 	-	 	-	 	-	 	218	 	

Adjusted EBITDA	 	423	 	411	 	43	 	740	 	118	 	18	 	178	 	87	 	(51)	 	1,967	 	

Appendix Table A-4: YTD Third Quarter 2012 Regional Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)
 
($ in millions)	 	Retail	 	Texas	 	South
Central	 	East	 	West	 	Other
Conventional	 	NRG
Yield	 	Alt.
Energy	 	Corp.	 	Total	 	
Net Income/(Loss) Attributable to NRG Energy, Inc	 	504	 	(202)	 	-	 	(31)	 	42	 	18	 	8	 	(45)	 	(251)	 	43	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Plus:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income Attributable to Non-Controlling Interest	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	18	 	-	 	18	 	
Interest Expense, net	 	3	 	-	 	14	 	12	 	-	 	2	 	25	 	15	 	418	 	489	 	
Loss on Debt Extinguishment	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	41	 	41	 	
Income Tax	 	-	 	-	 	-	 	-	 	-	 	4	 	10	 	-	 	(260)	 	(246)	 	
Depreciation Amortization and ARO Expense	 	126	 	345	 	69	 	97	 	11	 	1	 	18	 	34	 	8	 	709	 	
Amortization of Contracts	 	83	 	32	 	(15)	 	-	 	-	 	-	 	1	 	-	 	-	 	101	 	

EBITDA	 	716	 	175	 	68	 	78	 	53	 	25	 	62	 	22	 	(44)	 	1,155	 	
Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates	 	-	 	-	 	-	 	-	 	1	 	13	 	17	 	9	 	-	 	40	 	
Asset Write Off and Impairment	 	-	 	8	 	-	 	-	 	-	 	-	 	-	 	-	 	5	 	13	 	
Transaction fee on asset sale	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	23	 	23	 	
Legal Settlement	 	-	 	-	 	14	 	-	 	20	 	-	 	-	 	-	 	-	 	34	 	
MtM losses/(gains) on economic hedges	 	(212)	 	507	 	1	 	(7)	 	(5)	 	-	 	-	 	-	 	-	 	284	 	

Adjusted EBITDA	 	504	 	690	 	83	 	71	 	69	 	38	 	79	 	31	 	(16)	 	1,549	 	

Appendix Table A-5: 2013 and 2012 QTD Third Quarter Adjusted Cash Flow from Operations Reconciliations
The following table summarizes the calculation of adjusted cash flow operating activities providing a reconciliation to net cash provided by operating activities
 
13

 
($ in millions)	 	Three months ended
September 30, 2013	 	Three months ended
September 30, 2012	 	
Net Cash Provided by Operating Activities	 	901	 	473	 	
Adjustment for change in collateral	 	(99)	 	27	 	
Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements	 	6	 	(21)	 	
Add: Merger and integration expenses	 	36	 	–	 	
 	 	 	 	 	 	
Adjusted Cash Flow from Operating Activities	 	844	 	479	 	
 	 	 	 	 	 	
Maintenance CapEx, net	 	(52)	 	(49)	 	
 	 	 	 	 	 	
Environmental CapEx, net	 	(17)	 	(8)	 	
 	 	 	 	 	 	
Preferred dividends	 	(2)	 	(2)	 	
 	 	 	 	 	 	
Free cash flow - before growth investments	 	773	 	420	 	

14

 
Appendix Table A-6: 2013 and 2012 YTD Third Quarter Adjusted Cash Flow from Operations Reconciliations
The following table summarizes the calculation of adjusted cash flow operating activities providing a reconciliation to net cash provided by operating activities
 
 	 	Nine months ended	 	Nine months ended	 	
($ in millions)	 	September 30, 2013	 	September 30, 2012	 	
Net Cash Provided by Operating Activities	 	823	 	1,058	 	
Adjustment for change in collateral	 	59	 	(213)	 	
Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements	 	177	 	(65)	 	
Add: Merger and integration expenses	 	116	 	–	 	
 	 	 	 	 	 	
Adjusted Cash Flow from Operating Activities	 	1,175	 	780	 	
 	 	 	 	 	 	
Maintenance CapEx, net	 	(222)	 	(151)	 	
Environmental CapEx, net	 	(50)	 	(29)	 	
Preferred dividends	 	(7)	 	(7)	 	

Free cash flow – before growth investments	 	896	 	593	 	

EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of Adjusted EBITDA should not be construed as an inference that NRG’s future results will be unaffected by unusual or non-recurring items.
 
EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because NRG considers it an important supplemental measure of its performance and believes debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:
·                  EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments;
·                  EBITDA does not reflect changes in, or cash requirements for, working capital needs;
·                  EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments;
·                  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
·                  Other companies in this industry may calculate EBITDA differently than NRG does, limiting its usefulness as a comparative measure.
 
Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of NRG’s business. NRG compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release.
 
Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future NRG may incur expenses similar to the adjustments in this news release.
 
15

 
Adjusted cash flow from operating activities is a non-GAAP measure NRG provides to show cash from operations with the reclassification of net payments of derivative contracts acquired in business combinations from financing to operating cash flow, as well as the add back of merger and integration related costs. The Company provides the reader with this alternative view of operating cash flow because the cash settlement of these derivative contracts materially impact operating revenues and cost of sales, while GAAP requires NRG to treat them as if there was a financing activity associated with the contracts as of the acquisition dates. The Company adds back merger and integration related costs as they are one time and unique in nature and do not reflect ongoing cash from operations and they are fully disclosed to investors.
 
Free cash flow (before growth investments) is adjusted cash flow from operations less maintenance and environmental capital expenditures, net of funding, and preferred stock dividends and is used by NRG predominantly as a forecasting tool to estimate cash available for debt reduction and other capital allocation alternatives. The reader is encouraged to evaluate each of these adjustments and the reasons NRG considers them appropriate for supplemental analysis. Because we have mandatory debt service requirements (and other non-discretionary expenditures) investors should not rely on free cash flow before growth investments as a measure of cash available for discretionary expenditures.
 
16

 
 	 Results Presentation November 12, 2013	

 	1 Forward Looking Statements In addition to historical information, the information presented in this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as or or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the merger between NRG and GenOn, the future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions and repowerings, our ability to implement value enhancing improvements to plant operations and companywide processes, our ability to obtain federal loan guarantees, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers, our ability to realize value through our commercial operations strategy and the creation of NRG Yield, the ability to successfully integrate the businesses of NRG and GenOn, the ability to realize anticipated benefits of the transaction (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, our ability to close the proposed EME transaction, and our ability to complete share repurchases under the Capital Allocation Plan may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions. NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The adjusted EBITDA and free cash flow guidance are estimates as of November 12, 2013. These estimates are based on assumptions believed to be reasonable as of that date. NRG disclaims any current intention to update such guidance, except as required by law. The foregoing review of factors that could cause actual results to differ materially from those contemplated in the forward-looking statements included in this Earnings Presentation should be considered in connection with information regarding risks and uncertainties that may affect NRG's future results included in NRG's filings with the Securities and Exchange Commission at www.sec.gov. Additional Information NRG has filed a registration statement (including a prospectus) with the SEC for the offering of NRG common stock to which this presentation relates. The NRG common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This presentation shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of NRG common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. You should read the prospectus in that registration statement and other documents NRG has filed with the SEC for more complete information about NRG and this offering before making any investment decision. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you the prospectus if you request it by calling 609-524-4500 or emailing investor.relations@nrgenergy.com. Safe Harbor	

 	2 Agenda Overview D. Crane Operations and Commercial Review M. Gutierrez Financial Results K. Andrews Closing Remarks and Q&A D. Crane	

 	3 Financial and Business Update Financial Performance Within Current Guidance Range $1,000 MM Q3 2013 Adjusted EBITDA, including $176 MM from Retail $1,967 MM YTD 2013 Adjusted EBITDA, including $423 MM from Retail Bearish Forward Wholesale Market Conditions ERCOT-H1: Jun-peak power prices down nearly 21% since May 31st including 9% since July 31st PJM-E1: Jun-peak power prices down over 13% since May 31st Narrowed 2013 Guidance and Revised 2014 Guidance Continued Execution on and Positioning of Long- Term Strategic Initiatives Successful IPO of NRG Yield (NYSE: NYLD) Closed acquisition of the 400 MW, 160 MWt Gregory Cogen facility in TX Added demand response capabilities of Energy Curtailment Specialists (ECS) to retail offerings Announced proposed acquisition of Edison Mission Energy ($ millions) 2013 20142 Adjusted EBITDA (Previous) $2,550 - $2,600 ($2,550 - $2,700) $2,700 - $2,900 ($2,850 - $3,050) Free Cash Flow, before growth (Previous) $1,125 - $1,175 ($1,050 - $1,200) $950 - $1,150 ($1,100 - $1,300) Strong Free Cash Flow and Key Initiatives Support Growth in a Challenging Commodity Price Environment 1 Based on NRG Estimates as of 11/7/2013 2 2014 Guidance does not include any impact from the proposed acquisition of Edison Mission Energy	

 	4 Annual Run Rate (by 2014) Revised Executed1 % Total Cost $215 $189 88% Operational $125 $105 84% Adjusted EBITDA $340 $294 86% Balance Sheet Efficiencies $142 $142 100% Total Cash Flow Benefits $482 $436 90% GenOn Acquisition: Synergy Report Card 1 As of 11/1/2013 ($ millions) Estimated 2013 Contribution: ~$200 MM for full year ~$160 MM realized as of 3Q13 Synergy Realization Nearly Complete; Positioned for Full Year 2014 Value Realization	

 	5 Edison Mission Energy: Strategic Rationale Wind Coal Gas Edison Mission Marketing & Trading Grows clean energy platform by over 1.7 GW, making NRG the 3rd largest US-based renewable energy generator within the US Adds approximately 1.6 GW of assets eligible for drop-down to NRG Yield, including ~1.1 GW of wind capacity and the 500 MW Walnut Creek facility Enhances conventional generation portfolio through increased geographic diversification and dispatchlevel diversity Provides opportunity to leverage key competencies built from successful GenOn transaction in order to create additional synergy value Key Benefits Edison Mission Portfolio EME Enhances Two Pillars (Core Generation and Clean Energy) of Our Competitive Energy Platform	

 	6 Value Creation Time Frame Process Update Process Remains On Track; Value Creation Framework Established Cost / SG&A Synergies Collateral Efficiencies at EMMT Plant O&M Savings Drop downs to NRG Yield Environmental Capex Optimization Near to Medium Term Financing optimization of nonrecourse entities Economies of scale in coal procurement and other asset optimization Retail / Wholesale integration in Illinois Long Term Bankruptcy Process Plan Support Agreement approved by bankruptcy court; bid protections secured Oct. 24th >2/3s (74%) of bondholders signed onto PSA Nov. 6th Filing of Chap. 11 Plan of Reorganization and related disclosure statement Nov. 15th Dec. 6th Final Approval of the Plan expected 1Q14 Regulatory Approvals FERC filed Oct. 25th Texas Public Utility Commission filed Oct. 29th DOJ / Hart-Scott-Rodino filed Oct. 31st Required Notices California Public Utilities Commission Oct. 30th Edison Mission Energy: Transaction Update	

 	7 Focused Near-Term Implementation for Long-Term Performance Looking Forward Focus on closing Edison Mission Energy (EME) Execute drop- eligible assets into drop-down schedule Implement the asset management component of GenOn acquisition in order to capture operational improvement synergies Position through successful hedging program and continued regulatory advocacy in our core markets retail businesses Final completion of large solar construction program Capital allocation	

 	Operations and Commercial Review	

 	9 Continued strong safety and plant operations performance Top quartile safety performance with an OSHA recordable rate of 0.80 Strong gas unit availability and reliability metrics Robust operational performance despite weak prices Increased customer count and delivered strong margins in Texas Operational synergies remain on track Delivering on growth projects Closed acquisition of Gregory cogeneration plant in Texas Utility scale solar largely on track ~517 MW1 in operation; An additional ~296 MW1 scheduled to come online in 4Q13 Achieved full commercial operations for El Segundo and Agua Caliente in 3Q13; CVSR achieved full commercial operations in October Ivanpah remains on track to achieve commercial operations in the fourth quarter Operations Highlights Q3 2013 1 Net of capacity attributable to non-controlling interest, but inclusive of NRG Yield interest	

 	10 5,005 4,153 98.4 98.4 0 1,000 2,000 3,000 4,000 5,000 6,000 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 10000 Q3 '12 Q3 '13 9,307 8,565 98.0 98.2 0 2,000 4,000 6,000 8,000 10,000 12,000 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 10000 YTD '12 YTD '13 Safety: Top Quartile OSHA Recordable Rate1 Net Production (TWh)2 Coal and Nuclear Availability - EAF3 Q2 '12 2012 2013 Q3 YTD Q3 '12 Q3 '13 Gas/Oil Units Starts and Starting Reliability Starting Reliability 2012 Starts 2013 Starts Q3 YTD 89.5 85.9 Q3 '12 Q3 '13 82.2 83.0 YTD '12 YTD '13 Q3 2013 Plant Operations Top Quartile Safety Performance and Strong Operational Metrics 1.01 0.81 0.77 0.52 0.80 2009 2010 2011 2012 YTD '13 Top Quartile = 1.01 Top Decile = 0.71 12.0 5.0 12.3 1.9 0.2 0.5 32.0 12.7 4.3 9.6 1.2 0.5 0.7 29.0 TX SC East West Alternative Energy NRG Yield NRG 1 Top decile and top quartile based on Edison Electric Institute 2011 Total Company Survey results 2 All NRG-owned domestic generation; excludes line losses, station service, and other items; 2012 performance shown is for combined company 3 Equivalent Availability Factor (EAF) Percentage of time a unit was available for service during a period	

 	11 Adjusted EBITDA: Delivered $176 MM for the quarter; $423 MM YTD Mass market margins remain steady in Texas; continued pressure in the Northeast and C&I segments Achieved cost efficiencies and delivered innovative solutions for mass customers Introduced NRG Residential Solutions and integrated Energy Curtailment Specialists 18.3 18.3 $23 $21 $0 $5 $10 $15 $20 $25 YTD2012 YTD2013 2,231 2,254 2,259 Q1 2013 Q2 2013 Q3 2013 10.4 10.9 7.9 7.4 Q3 2012 Q3 2013 Mass C&I Q3 2013 Retail Operations Retail Continues to Deliver Stable Financial Performance, Largely Driven by Mass Segment in Texas 1 Includes acquisitions and excludes utility partner customers Highlights Gross Margin ($/MWh) Continued Retail Customer Growth (000s)1 Higher Mass Load Served (GWh)	

 	12 $1 $2 $3 $4 $5 $6 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Henry Hub ($/MMBtu) Prompt Dec '12 Forwards Oct '13 Forwards NAPP Switch PRB Switch 16 Market Update ERCOT Fundamentals Remain Strong; Natural Gas Firming Up Despite Lower Gas Basis in the Northeast 1 NRG estimates. 2014 implied hours at the cap assumes price cap of $7,000/MWh and number of intervals needed to price at current market. Baseline market assumption (i.e. no scarcity pricing) represented by $3.7 gas price * 11 marginal heat rate. ERCOT Market Implied Scarcity Pricing1 Henry Hub Gas Recovering From Weak Forward Prices in ERCOT and PJM of Falling Basis in Northeast 2.0 2.5 3.0 3.5 4.0 2012 2014 2012 2014 2012 2014 TRANSCO Z6 TETCO M3 Chicago Citygate $/MMBtu Henry Hub Positive Basis Negative basis $40 $45 $50 $55 $60 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Nov-13 ERCOT and PJM 2014 On Peak Power ($/MWh) ERCOT On Peak PJM-E On Peak 0 2 4 6 8 10 12 14 16 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 2011 2012 2013 2014 Hours at the Cap May-Sep Average On Peak Power ($/MWh) Average On Peak Power Hours at Cap	

 	13 117 288 283 (41) (234) (227) 120 211 233 (58) (157) (172) Gas Up by $0.5/mmBtu Gas Down by $0.5/mmBtu HR Up by 1 mmBtu/MWh HR Down by 1 mmBtu/MWh 94% 34% 25% 84% 44% 30% 63% 25% 14% Hedged Gas (NGE) Open Gas (NGE) Hedged Heat Rate Open Heat Rate Priced Load Un-priced Load 2014 2015 2016 95% 57% 27% 95% 78% 84% Hedged Coal Open Coal Hedged Transport Open Transport 2014 2015 2016 Change since prior quarter 2014 2015 2016 Increased hedges for coal and nuclear fleet, less than 10% open position in 2014 Executed three year load following contract with North Little Rock beginning 1/1/2014 Preparations mid-December integration into MISO remain on track Managing Commodity Price Risk 1 Portfolio as of 10/25/2013 2 Retail Priced Load includes Term load, Hedged Month-to-month load, and Indexed load 3 Price sensitivity reflects gross margin change from $0.5/MMBtu gas price, 1 MMBtu/MWh heat rate move 4 Coal position excludes existing coal inventory Coal and Nuclear Generation and Retail Hedge Position1,2 Coal and Transport Hedge Position1,4 Coal and Nuclear Generation Sensitivity to Gas Price and Heat Rate1,3 Commercial Highlights	

 	Financial Results	

 	15 ($ millions) Three Months Ended Sep 30, 2013 Nine Months Ended Sep 30, 2013 Wholesale $ 741 $ 1,366 Retail 176 423 NRG Yield 83 178 Adjusted EBITDA $ 1,000 $ 1,967 Free Cash Flow before Growth $ 773 $ 896 Highlights: Strong third quarter Adjusted Cash from Operations of $844 MM and $1,175 MM YTD, driving robust liquidity of $3.7 BN Reached full commercial operations of the 250 MW California Valley Solar Ranch project on time and on budget setting the stage for drop down to NYLD in 2014 Agreed to acquire Edison Mission Energy (EME) assets for $2,635 MM ($1,572 MM, net of acquired cash) $330 MM of incremental Adjusted EBITDA Including $185 MM from NYLD eligible assets substantially expanding dropdown pipeline Further enhanced by economies of scale and operational best practices Financial Summary	

 	16 ($ millions) 2013 2014 Wholesale (Previous) $1,735-$1,760 ($1,735-$1,810) $1,815-$1,940 ($1,965-$2,090) Retail (Previous) $575-$600 ($575-$650) $600-$675 (Unchanged) NRG Yield (Previous) $240 (Unchanged) $285 (Unchanged) Adjusted EBITDA (Previous) $2,550-$2,600 ($2,550-$2,700) $2,700-$2,900 ($2,850-$3,050) Free Cash Flow before growth investments (Previous) $1,125-$1,175 ($1,050-$1,200) $950-$1,150 ($1,100-$1,300) ~$1 BN of Free Cash Flow before Growth in 2014 Even After Impact of Reduced Forward Prices Guidance Overview	

 	17 Dec 31, Sep 30, $ millions 2012 2013 Cash and Cash Equivalents 2,087 $ 2,129 $ Restricted Cash 217 307 Total Cash 2,304 $ 2,436 $ Total Credit Facility Availability 1,058 1,235 Total Current Liquidity 3,362 $ 3,671 $ YTD Sources/Uses of Liquidity: YTD Sources $1,175 Adjusted cash flow from operations $462 Net proceeds from NRG Yield IPO $450 Increase in Term Loan borrowings $177 Increase in credit facility availability YTD Uses $868 Repayments of debt $516 Acquisitions and Growth investments, net $272 Maintenance and environmental capex, net $137 Merger and integration related payments $113 Preferred and common dividends $25 Share repurchases $24 Other investing and financing, net ($ millions) More Than $800 MM in Third Quarter Adjusted Cash From Operations Drives Total Liquidity to ~ $3.7 BN Expanded Corporate Liquidity	

 	18 Sources Uses NRG Cash on hand $800 Purchase Price $2,635 NRG Corporate Bonds to be issued $700 EME Unrestricted Cash Available2 ($800) NRG Equity issued to seller1 (12.7 million shares @ $27.58) $350 Purchase price adjustment3 $306 NRG Revolver $306 Transaction costs $15 Total $2,156 Total $2,156 ($ millions) 1 Based on Asset Purchase Agreement (APA) the number of shares fixed based on 20-day VWAP 2 3 s closing Edison Mission Energy: Transaction Summary 2014 Adjusted EBITDA $330 MM EBITDA: NYLD-Eligible Assets $185 MM Capacity: NYLD-Eligible Assets 1,100 MW Wind 500 MW Walnut Creek (CCGT) Substantially Increases Scale and Geographic Diversity; Significantly Expands Opportunities for Future NYLD Drop-Downs	

 	19 1,105 1,107 557 200 250 198 800 - 200 400 600 800 1,000 1,200 1,400 2013 Excess Cash as of June 30, 2013 Update Q3 Increases Q3 Decreases 2013 Excess Cash Pre-EME Acquisition NRG Excess Cash Reserve for EME Acquisition Estimated Release of EME Cash (Post Closing) Pro Forma 2013 Excess Cash $ in mm's Decreases Increases NRG Excess NYLD Excess 2013 Excess Cash: Pro Forma EME Acquisition ~$550 MM of NRG Capital Allocated to EME, Net of Release of Remaining Acquired Cash Post Close EME impact ~ $550 MM 1 2 1 Based on mid-point of guidance range 2 Increases are comprised of remaining capital for share buyback program and increase in mid-point of Free Cash Flow Before Growth 3 Impact of Acquisitions and changes in Growth Investments since 2Q 2013 results presentation on August 9, 2013 3	

 	20 Project Technology Net MW COD Off-take Intend To Offer through 2014 Run Rate Adjusted EBITDA $150 MM Run Rate CAFD $55 MM TA High Desert PV 20 March 2013 20-year PPA with Southern RE Kansas South PV 20 June 2013 20-year PPA with Pacific Gas El Segundo CCGT 550 August 2013 10-year tolling agreement with SCE CVSR PV 128 October 2013 25-year PPA with PG&E Intend To Offer post 2014 Run Rate Adjusted EBITDA $100 MM Run Rate CAFD $45 MM Agua Caliente PV 148(1) Early 2014 (Expected)2 25-year PPA with PG&E Ivanpah Solar Thermal 193(3) Q4 2013 (Expected) 20-25 year PPAs with PG&E and SCE 1 Represents 51% NRG ownership; remaining 49% of Agua Caliente is owned by MidAmerican Energy Holdings Inc. 2 While full commercial operations of the entire project will be achieved in early 2014, the maximum capacity deliverable under the PPA of 290 MWs is already on-line 3 Represents 49.95% NRG ownership; remaining 50.05% of Ivanpah would be owned by NRG, Google Inc. and BrightSource Energy Inc. NRG ROFO Assets - Update Offering Majority of ROFO Assets Through 2014 to Enhance Capital Available for Allocation	

 	Closing Remarks and Q&A	

 	22 2013 Report Card: Through the 3rd Quarter Enhance Core Generation Portfolio Deliver the GenOn acquisition synergy commitment Manage ~47 GW fleet to perform reliably; win the Texas summer Bring El Segundo, Marsh Landing, and the Parish Peaker to COD on-time and on-budget Increased annual FCF synergies from GenOn combination to over $480 MM Strong fleet performance, despite weak summer Delivered projects on-time and on-budget Expand Retail Business Deliver balanced customer count and margin outcome in core Texas market Expand Northeast on a disciplined and profitable basis Integrate successfully conventional retail with new products and services in - both Texas mass market business continues to deliver strong results Expanded relationship with NEST Entry into demand response market with acquisition of ECS Develop Clean Energy Complete utility scale solar built-out for existing projects Demonstrate and realize the full value of solar portfolio Success in distributed solar PV solar build-out on track; Ivanpah expected full COD in Q4 2013 NRG Yield successfully highlighted premium valuation of solar portfolio Announced deals with Starwood Hotels and Mandalay Bay Resort & Casino Maintain Prudent Capital Allocation Adhere to PBSM discipline while maintaining balance sheet flexibility Expand dividend and give greater clarity on future dividend policy Execute on $200 MM share buyback program Deliver highest value to shareholders through utilization of remaining excess liquidity In-line with PBSM metrics Successfully completed IPO of NRG Yield Acquired Gregory Cogen in Texas Announced potential acquisition of Edison Mission Energy	

 	Appendix	

 	24 GenOn Marsh Landing Term Loans, due 2017 & 2023 $500 NRG Energy, Inc. Revolver $2.5B, due 20181 $ - Senior notes, due 2018-20232 5,718 Term loan, due 20183 2,011 Tax exempt bonds, due 2038-2045 373 Total $8,102 $ millions As of September 30, 2013 GenOn Americas Generation Senior Unsecured Notes, due 2021 & 20316 $849 REMA Operating Leases10 $ - GenOn Mid-Atlantic Capital Lease, due 2015 $14 Operating Leases8 $ - Ivanpah Project Financing, due 2014 $290 Due 2038 $1,271 El Segundo Project Financing, due 2023 $475 Peaker Finance Co. Bonds, due 20197 $188 Agua Caliente Project Financing, due 2037 $764 GenOn Energy, Inc. Unsecured Notes, due 2017-20204 $1,950 Secured Revolver from NRG Energy, Inc.(Intercompany)5 $ - Other Solar Financings Project financings $214 Other Conventional Financing Other non-recourse debt $12 CVSR9 Project Financing, due 2013-2014 $341 Due 2037 $763 Thermal Senior Secured Notes, due 2013-2025 $131 SEC Filers Corporate Debt Non-Recourse Debt Renewable Project financings $536 NRG Yield NRG Yield, Inc. Revolver $60M, due 2018 $ - 1 2 Excludes discounts of $6 MM 3 Excludes discounts of $5 MM 4 Excludes premiums of $246 MM 5 6 Excludes premiums of $90 MM 7 Excludes discounts of $12 MM 8 The present values of lease payments (10% discount rate) for GenOn Mid-Atlantic and REMA operating leases are $784 MM and $404 MM, respectively 9 NRG Yield, Inc. owns 48.95% of CVSR Consolidated Debt Structure	

 	25 Recourse / Non-Recourse Debt 9/30/2013 6/30/2013 3/31/2013 12/31/2012 COD Date $ millions Recourse debt: Term Loan Facility 2,011 2,017 1,572 1,576 Senior Notes 5,718 5,718 5,718 5,918 Tax Exempt Bonds 373 363 341 334 Recourse subtotal 1 8,102 8,098 7,631 7,828 Non-Recourse debt: NRG Yield - Renewable 5 536 545 554 257 - Thermal 131 132 136 139 - Marsh Landing 500 500 435 390 Total NRG Yield 1,167 1,177 1,125 786 GenOn Senior Notes 2 1,950 1,950 2,525 2,525 GenOn Americas Generation Notes 3 849 850 850 850 Solar (Non NRG Yield) 5 3,643 3,579 3,348 2,939 2013-2014 El Segundo 475 435 407 350 Conventional 4 200 196 196 193 Capital Lease Chalk Point 14 15 13 17 Non-Recourse and Capital Lease subtotal 8,298 8,202 8,464 7,660 Total Debt $16,400 $16,300 $16,095 $15,488 1 Excludes discounts of $11 MM, $12 MM, $9 MM and $10 MM for 9/30/13, 6/30/13, 3/31/13 and 12/31/12, respectively 2 Excludes premiums of $246 MM, $258 MM, $305 MM and $324 MM for 9/30/13, 6/30/13, 3/31/13 and 12/31/12, respectively 3 Excludes premiums of $90 MM, $92 MM, $94 MM and $96 MM for 9/30/13, 6/30/13, 3/31/13 and 12/31/12, respectively 4 Excludes discounts of $12 MM, $13 MM, $14 MM and $15 MM, for 9/30/13, 6/30/13, 3/31/13 and 12/31/12, respectively 5 Includes 100% of CVSR project debt in Solar (Non NRG Yield), NRG Yield owns 48.95% of the project	

 	26 Proportionate Adjusted EBITDA and Debt Year End ($ millions) 9/30/2013 2013 2014 Adjusted EBITDA Guidance $2,550-$2,600 $2,700-$2,900 - Pro-rata Adjusted EBITDA associated with project non-controlling interests (i.e., Agua Caliente, Ivanpah) (50) (90) NRG Proportionate Adjusted EBITDA $2,500-$2,550 $2,610-$2,810 - NRG Yield Proportionate Adjusted EBITDA (240) (285) NRG Residual Adjusted EBITDA $2,260-$2,310 $2,325-$2,525 Recourse Debt $8,102 $ 8,117 $ 8,147 Non-recourse Debt 8,298 8,513 7,578 Consolidated Debt1 $16,400 $ 16,630 $ 15,725 - Pro-rata Debt associated with project noncontrolling interests (i.e., Agua Caliente, Ivanpah) (1,150) (1,225) (1,040) + Pro-rata Debt associated with unconsolidated affiliates 230 225 210 NRG Proportionate Debt $15,480 $ 15,630 $ 14,895 - NRG Yield Proportionate Debt2 (1,885) (1,850) (1,550) NRG Residual Debt $13,595 $ 13,780 $ 13,345 1 Debt balances exclude discounts and premiums 2 MM); plus its share of pro-rata debt associated with Avenal, GenConn and 48.95% of CVSR totaling $718 MM	

 	27 2013 YTD Capital Expenditures and Growth Investments $ in millions Maintenance Environmental Conventional investments, net Operational Improvement Investments Solar investments, net Total Capital Expenditures Retail 20 $ - - $ - $ - $ 20 $ NRG Yield 5 - 89 - 351 445 Wholesale Gulf Coast Texas 71 3 - - - 74 South Central 19 8 - - - 27 East 120 40 - - - 160 West 6 - 98 - - 104 Other Conventional 4 - 2 - - 6 Solar (Non NRG Yield) - - - - 702 702 Alternative Energy & Corporate 5 - 38 - - 43 Total Cash CapEx 250 $ 51 $ 227 $ - $ 1,053 $ 1,581 $ Other Investments1 - - 52 - 98 150 Project Funding, net of fees:2 Solar - - - - (920) (920) Marsh Landing - - (110) - - (110) El Segundo Repowering - - (125) - - (125) Petra Nova (7) (1) (31) - - (39) 243 $ 50 $ 13 $ - $ 231 $ 537 $ Growth investments, net Total Capital Expenditures and Growth investments, net3 1 Includes investments, restricted cash and network upgrades 2 Includes net debt proceeds, cash grants and third party contributions 3 Maintenance includes $21 MM of merger and integration cash capital expenditures	

 	28 2013 and 2014 Capital Expenditures and Growth Investments Guidance 2014 Guidance $ in millions Maintenance Environmental Conventional investments, net Operational Improvement Investments Solar investments, net Total Capital Expenditures Retail 13 $ - $ - $ - $ - $ 13 $ NRG Yield 12 - 2 - - 14 Wholesale Gulf Coast - Texas 139 25 125 - - 289 South Central 23 118 - - - 141 East 167 98 - 80 345 West 9 - - - - 9 Other Conventional 8 - 4 - - 12 Solar (Non Yield) - - - - 197 197 Alternative Energy & Corporate1 2 - 40 - - 42 Total Cash CapEx 373 $ 241 $ 171 $ 80 $ 197 $ 1,062 $ Other Investments2 - - 24 - 177 201 Project Funding, net of fees3 Gulf - Coast Texas (24) - (31) - - (55) Solar - - - - (454) (454) 349 $ 241 $ 164 $ 80 $ (80) $ 754 $ Growth investments, net Total Capital Expenditures and Growth investments, net 2013 Guidance $ in millions Maintenance Environmental Conventional investments, net Operational Improvement Investments Solar investments, net Total Capital Expenditures Retail 24 $ - $ - $ - $ - $ 24 $ NRG Yield 8 1 133 - 129 271 Wholesale Gulf Coast - Texas 80 5 5 - - 90 South Central 41 50 - - - 91 East 195 74 - 35 - 304 West 8 - 190 - - 198 Other Conventional 4 - 7 - - 11 Solar (Non Yield) - - - - 1,564 1,564 Alternative Energy & Corporate1 9 - 57 - 30 96 Total Cash CapEx 369 $ 130 $ 392 $ 35 $ 1,723 $ 2,649 $ Other Investments2 - - 33 - (34) (1) Project Funding, net of fees3 Gulf Coast - Texas (21) - (36) - - (57) West - - (299) - - (299) Solar - - - - (1,409) (1,409) 348 $ 130 $ 90 $ 35 $ 280 $ 883 $ Growth investments, net Total Capital Expenditures and Growth investments, net4 1 Includes corporate IDC 2 Includes investments, restricted cash and network upgrades 3 Includes net debt proceeds, cash grants and third party contributions 4 2013 and 2014 Maintenance includes $28 MM and $6 MM of merger and integration cash capital expenditures, respectively	

 	29 Committed Growth Investments ($ millions) 2013 2014 Conventional Investments, net 90 164 Solar Investments, net 280 (80) Operational Improvements Investments 35 80 Total Growth Investments 405 164 2013-2014 August 9, 2013 $155 Net change 45 November 12, 2013 $200 Change in Solar Investments, net: 2013-2014 August 9, 2013 $200 Net change 54 November 12, 2013 $254 Change in Conventional Investments, net: 2013-2014 August 9, 2013 $85 Net change 30 November 12, 2013 $115 Change in Operational Improvements Investments:	

 	30 1 Excludes line losses, station service and other items; 2012 performance shown is for combined company 2 Equivalent Availability Factor 3 Net Capacity Factor 4 Does not include MWhT (thermal heating & chilled water generation) Q3 2013 Generation & Operational Performance Metrics (MWh in thousands) 20131 20121 Change % EAF2 NCF3 EAF2 NCF3 Gulf Coast - Texas 12,717 11,997 720 6 91% 51% 92% 50% Gulf Coast - South Central 4,314 5,040 (726) (14) 88 39 88 45 East 9,628 12,291 (2,663) (22) 85 20 90 25 West 1,155 1,878 (723) (38) 97 7 93 11 Alternative 527 227 300 132 n/a n/a n/a n/a NRG Yield4 332 151 181 120 n/a n/a n/a n/a Total 28,673 31,584 (2,911) (9) 90% 29% 91% 33% Gulf Coast - Texas Nuclear 2,492 2,581 (89) (3) 99% 96% 100% 99% Gulf Coast - Texas Coal 7,860 7,464 396 5 92 85 90 81 Gulf Coast - SC Coal 2,427 2,805 (378) (13) 82 73 91 85 East Coal 6,539 8,175 (1,636) (20) 81 40 87 47 Baseload 19,318 21,025 (1,707) (8) 89% 74% 92% 78% Alternative Solar 320 2 318 15,900 n/a 42% n/a n/a NRG Yield Solar 267 86 181 210 n/a 32 n/a 40 Alternative Wind 207 225 (18) (8) n/a 27 n/a 29 NRG Yield Wind 54 64 (10) (16) n/a 24 n/a 29 NRG Yield Gas 11 1 10 100 n/a n/a n/a n/a Intermittent 859 378 481 127 n/a 31% n/a 33% Oil 541 1,043 (502) - 81% 3% 91% 6% Gulf Coast - Texas Gas 2,365 1,952 413 21 88 16 92 16 Gulf Coast - SC Gas 1,886 2,236 (350) (16) 90 24 87 28 East Gas 2,547 3,072 (525) (17) 83 16 81 21 West Gas 1,155 1,878 (723) (38) 97 7 93 11 Alternative Gas - - - n/a n/a n/a n/a n/a Intermediate/Peaking 8,494 10,181 (1,687) (17) 88% 13% 89% 16% Total 28,673 31,584 (2,911) (9) 20131 20121	

 	31 YTD 2013 Generation & Operational Performance Metrics (MWh in thousands) 20131 20121 Change % EAF2 NCF3 EAF2 NCF3 Gulf Coast - Texas 30,747 28,934 1,813 6 84% 44% 82% 41% Gulf Coast - South Central 12,926 13,484 (558) (4) 83 39 83 40 East 26,541 26,401 140 1 80 18 86 18 West 2,422 2,972 (550) (19) 88 5 88 6 Alternative 1,571 881 690 78 n/a n/a n/a n/a NRG Yield4 914 463 451 97 n/a n/a n/a n/a Total 75,121 73,135 1,986 3 84% 27% 85% 26% Gulf Coast - Texas Nuclear 6,018 6,131 (113) (2) 79% 78% 79% 79% Gulf Coast - Texas Coal 21,203 18,528 2,675 14 90 77 84 67 Gulf Coast - SC Coal 7,671 6,656 1,015 15 86 78 90 68 East Coal 19,231 16,803 2,428 14 79 39 80 32 Baseload 54,123 48,118 6,005 12 84% 68% 83% 62% Alternative Solar 719 41 678 1,654 n/a n/a n/a n/a NRG Yield Solar 621 204 417 204 n/a 27 n/a 38 Alternative Wind 852 839 13 2 n/a n/a n/a 37 NRG Yield Wind 247 255 (8) (3) n/a 37 n/a 38 NRG Yield Gas 46 4 42 100 n/a n/a n/a n/a Intermittent 2,485 1,343 1,142 85 n/a 32% n/a 38% Oil 849 2,797 (1,948) - 75% 2% 86% 5% Gulf Coast - Texas Gas 3,526 4,276 (750) (18) 81 9 80 12 Gulf Coast - SC Gas 5,255 6,828 (1,573) (23) 82 22 80 29 East Gas 6,461 6,801 (340) (5) 78 15 77 14 West Gas 2,422 2,972 (550) (19) 88 5 88 6 Alternative Gas - - - n/a na/ n/a n/a n/a Intermediate/Peaking 18,513 23,674 (5,161) (22) 81% 11% 82% 13% Total 75,121 73,135 1,986 3 20131 20121 1 Excludes line losses, station service and other items; 2012 performance shown is for combined company 2 Equivalent Availability Factor 3 Net Capacity Factor 4 Does not include MWhT (thermal heating & chilled water generation)	

 	32 ERCOT: Load and Demand Dynamics 1 Chart represents ERCOT Coastal Weather Zone average peak load for days having high temps in the specified temperature ranges; ERCOT Coastal Weather Zone is inclusive of the Houston Area. Source: ERCOT, NOAA. 2 Load duration curve represents top 300 hours of ERCOT total load for the respective years. Source ERCOT. Continued Robust Peak Load1 Demand Load Duration Curve2 8 10 12 14 16 18 20 ERCOT Average Peak Load Coastal Weather Zone Load (GW) 2008 2009 2010 2011 2012 2013 Temp Range 80 to 85 86 to 90 91 to 95 96 to 100 56 58 60 62 64 66 68 70 1 GW 2011 2012 2013 100 200 300 Load, top 300 hours The above shows the top 300 hours of load for 2011, 2012, and 2013 YTD Graphic above shows ERCOT peak load across years for given temperature ranges The data represents the average daily peak load, for those days when the high temperature is within the specified range ERCOT Fundamentals Remain Strong	

 	33 Fuel Statistics Domestic 2013 2012 2013 2012 Cost of Gas ($/mmBTU) 3.75 $ 3.07 $ 4.10 $ 2.79 $ Coal Consumed (mm Tons) 9.4 10.1 26.9 23.5 PRB Blend 61% 59% 61% 62% East 10% 11% 10% 10% Gulf Coast - Texas 75% 75% 74% 77% Gulf Coast - South Central 100% 100% 100% 100% Bituminous Coal 20% 24% 20% 20% East 75% 73% 71% 71% Lignite & Other 19% 17% 19% 18% East 15% 16% 19% 19% Gulf Coast - Texas 25% 25% 26% 23% Coal Costs ($/mmBTU) 2.57 $ 2.62 $ 2.56 $ 2.51 $ Coal Costs ($/Tons) 45.66 $ 47.34 $ 45.18 $ 44.23 $ 3rd Quarter Year-To-Date 1 1 1 Includes only Classic NRG assets	

 	34 Fixed Contracted and Capacity Revenue Notes: - East includes cleared capacity auction results for PJM and New England through May 2017 - West includes committed Resource Adequacy contracts and tolling agreements for El Segundo $ millions 1,076 959 805 641 224 261 316 219 150 152 192 348 415 429 433 155 203 202 201 198 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2013E 2014E 2015E 2016E 2017E East West Solar (Non-NRG Yield) NRG Yield	

 	35 Increase/ (Decreases) Revenue Forecast Non-Cash Contract Amortization Schedules: 2012-2015 Reduce Cost Increase Cost Increase Cost Reduce Cost Increase Cost Increase Cost Increase/ (Decreases) Revenue ($ millions) 2012 2013 Revenues Q1A Q2A Q3A Q4A Year Q1A Q2A Q3A Q4E Year Power contracts/gas swaps1 (23) (36) (10) (28) (97) (16) (13) (3) (2) (34) Fuel Expense Q1A Q2A Q3A Q4A Year Q1A Q2A Q3A Q4E Year Fuel out-of-market contracts2 3 2 1 2 8 6 11 8 8 33 Fuel in-the-market contracts3 1 1 2 0 4 1 1 3 0 5 Emission Allowances (Nox and SO2) 8 12 16 13 49 15 19 17 19 70 Total Net Expenses 6 11 17 11 45 10 9 12 11 42 ($ millions) 2014 2015 Revenues Q1E Q2E Q3E Q4E Year Q1E Q2E Q3E Q4E Year Power contracts/gas swaps1 4 4 5 4 17 4 4 5 4 17 Fuel Expense Q1E Q2E Q3E Q4E Year Q1E Q2E Q3E Q4E Year Fuel out-of-market contracts2 5 11 10 9 35 8 11 9 9 37 Fuel in-the-market contracts3 2 1 3 0 6 1 1 3 1 6 Emissions allowances (Nox and SO2) 16 16 16 17 65 15 15 15 14 59 Total Net Expenses 13 6 9 8 36 8 5 9 6 28 1 Amortization of power contracts occurs in the revenue line 2 Amortization of fuel and energy supply contracts occurs in the fuel and energy supply cost line; includes coal 3 Amortization of fuel and energy supply contracts occurs in the fuel and energy supply cost line; includes coal, nuclear, and gas Note: Detailed discussion of the above referenced in-the-money and out-of-the money contracts can be found in the NRG 2012 10-K	

 	Appendix: Reg. G Schedules	

 	37 Sep 30, Sep 30, $ millions 2013 2012 Variance Adjusted EBITDAR 1,018 $ 678 $ 340 $ Less: GenOn operating lease expense (18) - (18) Adjusted EBITDA1 1,000 $ 678 $ 322 $ Interest payments (152) (205) 53 Income tax (3) 2 (5) Collateral/working capital/other 56 (2) 58 Cash flow from operations 901 $ 473 $ 428 $ 6 (21) 27 Merger and integration costs 36 - 36 Collateral (99) 27 (126) Adjusted Cash flow from operations 844 $ 479 $ 365 $ Maintenance CapEx, net2 (52) (49) (3) Environmental CapEx, net (17) (8) (9) Preferred dividends (2) (2) - Free cash flow - before growth investments 773 $ 420 $ 353 $ Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements Reg. G: QTD Q3 2013 Free Cash Flow Before Growth Investments 1 September 30, 2012 Adjusted EBITDA was revised to reflect new Adjusted EBITDA methodology as disclosed in the February 27, 2013 earnings presentation 2 September 30, 2013 maintenance CapEx, net excludes merger and integration CapEx of $11 MM	

 	38 Sep 30, Sep 30, $ millions 2013 2012 Variance Adjusted EBITDAR 2,024 $ 1,549 $ 475 $ Less: GenOn operating lease expense (57) - (57) Adjusted EBITDA1 1,967 $ 1,549 $ 418 $ Interest payments (644) (498) (146) Income tax 59 (19) 78 Collateral/working capital/other (559) 26 (585) Cash flow from operations 823 $ 1,058 $ (235) $ 177 (65) 242 Merger and integration costs 116 - 116 Collateral 59 (213) 272 Adjusted Cash flow from operations 1,175 $ 780 $ 395 $ Maintenance CapEx, net2 (222) (151) (71) Environmental CapEx, net (50) (29) (21) Preferred dividends (7) (7) - Free cash flow - before growth investments 896 $ 593 $ 303 $ Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements Reg. G: YTD Q3 2013 Free Cash Flow Before Growth Investments Note: see Appendix slide 27 for a Capital Expenditure reconciliation 1 September 30, 2012 Adjusted EBITDA was revised to reflect new Adjusted EBITDA methodology as disclosed in the February 27, 2013 earnings presentation 2 September 30, 2013 maintenance CapEx, net excludes merger and integration CapEx of $21 MM	

 	39 $ millions 2013 Guidance 2014 Guidance 2013 Guidance 2014 Guidance Adjusted EBITDAR $2,630-$2,680 $2,780-$2,980 $2,630-$2,780 $2,930-$3,130 Less: GenOn operating lease expense (80) (80) (80) (80) Adjusted EBITDA $2,550-$2,600 $2,700-$2,900 $2,550-$2,700 $2,850-$3,050 Interest Payments (945) (950) (945) (945) Income Tax 50 (40) 50 (40) Working capital/other (65) (105) (120) (165) Adjusted Cash flow from operations $1,590-$1,640 $1,605-$1,805 $1,535-$1,685 $1,700-$1,900 Maintenance CapEx, net (320) (335)-(355) (325)-(345) (315)-(335) Environmental CapEx, net (130) (230)-(250) (135)-(145) (220)-(240) Preferred Dividends (9) (9) (9) (9) Distributions to non-controlling interests-NRG Yield and Solar (6) (60) (7) (33) $1,125-$1,175 $950-$1,150 $1,050-$1,200 $1,100-$1,300 11/12/2013 8/9/2013 Free cash flow - before growth investments Note: see Appendix slide 28 for a Capital Expenditure reconciliation Reg. G: 2013 & 2014 Guidance	

 	40 Reg. G Appendix Table A-1: Third Quarter 2013 Regional Adjusted EBITDA Reconciliation The following table summarizes the calculation of adjusted EBITDA and provides a reconciliation to net income ($ millions) Retail Texas South Central East West Other Conventional NRG Yield Alt. Energy Corp. Total Net Income/(Loss) Attributable to NRG Energy, Inc (60) 265 17 245 30 1 31 (21) (384) 124 Plus: Net Income Attributable to Non- Controlling Interest - - - - - - 9 22 (12) 19 Interest Expense, net 1 - 4 12 5 - 13 14 176 225 Loss on Debt Extinguishment - - - - - - - - 1 1 Income Tax - - - - - - 5 - 158 163 Depreciation Amortization and ARO Expense 37 117 25 81 14 1 16 27 5 323 Amortization of Contracts 10 10 (6) 15 (2) - 1 - - 28 EBITDA (12) 392 40 353 47 2 75 42 (56) 883 Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates - - 1 - 13 4 8 5 (4) 27 Integration & Transaction Costs - - - - - - - - 26 26 Deactivation costs - - - 5 2 - - - - 7 Asset and Investment Write-offs - (1) 1 1 - - - 4 (1) 4 Market to Market (MtM) losses/(gains) on economic hedges 188 (175) (9) 50 (2) - - 1 - 53 Adjusted EBITDA 176 216 33 409 60 6 83 52 (35) 1,000	

 	41 Reg. G Appendix Table A-2: Third Quarter 2012 Regional Adjusted EBITDA Reconciliation The following table summarizes the calculation of adjusted EBITDA and provides a reconciliation to net income ($ millions) Retail Texas South Central East West Other Conventional NRG Yield Alt. Energy Corp. Total Net Income/(Loss) Attributable to NRG Energy, Inc (300) 299 19 30 35 5 4 (16) (77) (1) Plus: Net Income Attributable to Non- Controlling Interest - - - - - - - 9 - 9 Interest Expense, net 1 - 5 3 1 1 5 8 137 161 Loss on Debt Extinguishment - - - - - - - - 41 41 Income Tax - - - - - - 8 (1) (120) (113) Depreciation Amortization and ARO Expense 41 116 23 32 4 1 6 15 4 242 Amortization of Contracts 16 13 (6) - - (1) 1 - - 23 EBITDA (242) 428 41 65 40 6 24 15 (15) 362 Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates - - - - - 5 5 9 - 19 Asset Write Off and Impairment - 6 - - - - - - 4 10 Transaction fee on asset sale - - - - - - - - 14 14 Legal Settlement - - 14 - - - - - - 14 MtM losses/(gains) on economic hedges 415 (111) (24) (11) (9) - - (1) - 259 Adjusted EBITDA1 173 323 31 54 31 11 29 23 3 678 1 Revised to reflect new Adjusted EBITDA methodology disclosed in the February 27, 2013 earnings presentation	

 	42 Reg. G Appendix Table A-3: YTD Third Quarter 2013 Regional Adjusted EBITDA Reconciliation The following table summarizes the calculation of adjusted EBITDA and provides a reconciliation to net income ($ millions) Retail Texas South Central East West Other Conventional NRG Yield Alt. Energy Corp. Total Net Income/(Loss) Attributable to NRG Energy, Inc 231 14 17 238 62 2 76 (75) (639) (74) Plus: Net Income Attributable to Non- Controlling Interest - - - - - - 9 27 (9) 27 Interest Expense, net 2 - 12 39 5 - 24 37 502 621 Loss on Debt Extinguishment - - - - - - - - 50 50 Income Tax - - - - - 1 5 - (53) (47) Depreciation Amortization and ARO Expense 105 342 74 243 41 3 35 78 15 936 Amortization of Contracts 49 31 (17) (4) (5) - 1 - - 55 EBITDA 387 387 86 516 103 6 150 67 (134) 1,568 Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates - - 2 - 14 12 28 16 (12) 60 Integration & Transaction Costs - - - - - - - - 95 95 Deactivation costs - - - 14 4 - - - - 18 Asset and Investment Write-offs - 2 1 1 - - - 4 - 8 MtM losses/(gains) on economic hedges 36 22 (46) 209 (3) - - - - 218 Adjusted EBITDA 423 411 43 740 118 18 178 87 (51) 1,967	

 	43 Appendix Table A-4: YTD Third Quarter 2012 Regional Adjusted EBITDA Reconciliation The following table summarizes the calculation of adjusted EBITDA and provides a reconciliation to net income ($ millions) Retail Texas South Central East West Other Conventional NRG Yield Alt. Energy Corp. Total Net Income/(Loss) Attributable to NRG Energy, Inc 504 (202) - (31) 42 18 8 (45) (251) 43 Plus: Net Income Attributable to Non- Controlling Interest - - - - - - - 18 - 18 Interest Expense, net 3 - 14 12 - 2 25 15 418 489 Loss on Debt Extinguishment - - - - - - - - 41 41 Income Tax - - - - - 4 10 - (260) (246) Depreciation Amortization and ARO Expense 126 345 69 97 11 1 18 34 8 709 Amortization of Contracts 83 32 (15) - - - 1 - - 101 EBITDA 716 175 68 78 53 25 62 22 (44) 1,155 Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates - - - - 1 13 17 9 - 40 Asset Write Off and Impairment - 8 - - - - - - 5 13 Transaction fee on asset sale - - - - - - - - 23 23 Legal Settlement - - 14 - 20 - - - - 34 MtM losses/(gains) on economic hedges (212) 507 1 (7) (5) - - - - 284 Adjusted EBITDA1 504 690 83 71 69 38 79 31 (16) 1,549 1 Revised to reflect new Adjusted EBITDA methodology disclosed in the February 27, 2013 earnings presentation Reg. G	

 	44 Appendix Table A-5: NRG ROFO Assets Run-Rate Adjusted EBITDA and CAFD Reconciliation to Estimated Income Before Taxes The following table summarizes the comparative Income before taxes to Adjusted EBITDA and CAFD 2014 ROFO Post 2014 $ millions Assets ROFO Assets Income Before Taxes $ 67 $ 38 Interest Expense 40 31 Depreciation and Amortization 43 31 Adjusted EBITDA 150 100 Principal, Interest Payments, Maintenance Capex and Other (95) (55) CAFD $ 55 $ 45 Reg. G	

 	45 Appendix Table A-6: 2014 Adjusted EBITDA reconciliation for EME assets to Estimated Income Before Taxes The following table summarizes the comparative Income before taxes to Adjusted EBITDA Reg. G 2014 2014 $ millions EME Assets EME NYLD Eligible Assets Income Before Taxes $ 140 $ 51 Interest Expense 66 54 Adjustment to reflect reported equity earnings 22 10 Depreciation and Amortization 102 70 Adjusted EBITDA $ 330 $ 185	

 	46 EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of Adjusted EBITDA should not be construed as an inference that NR by unusual or non-recurring items. EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because NRG considers it an important supplemental measure of its performance and believes debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments; EBITDA does not reflect changes in, or cash requirements for, working capital needs; EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and Other companies in this industry may calculate EBITDA differently than NRG does, limiting its usefulness as a comparative measure. Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in t compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release. Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future NRG may incur expenses similar to the adjustments in this news release. Adjusted cash flow from operating activities is a non-GAAP measure NRG provides to show cash from operations with the reclassification of net payments of derivative contracts acquired in business combinations from financing to operating cash flow, as well as the add back of merger and integration related costs. The Company provides the reader with this alternative view of operating cash flow because the cash settlement of these derivative contracts materially impact operating revenues and cost of sales, while GAAP requires NRG to treat them as if there was a financing activity associated with the contracts as of the acquisition dates. The Company adds back merger and integration related costs as they are one time and unique in nature and do not reflect ongoing cash from operations and they are fully disclosed to investors. Free cash flow (before growth investments) is adjusted cash flow from operations less maintenance and environmental capital expenditures, net of funding, and preferred stock dividends and is used by NRG predominantly as a forecasting tool to estimate cash available for debt reduction and other capital allocation alternatives. The reader is encouraged to evaluate each of these adjustments and the reasons NRG considers them appropriate for supplemental analysis. Because we have mandatory debt service requirements (and other non-discretionary expenditures) investors should not rely on free cash flow before growth investments as a measure of cash available for discretionary expenditures. Cash available for distribution is adjusted EBITDA plus cash dividends from unconsolidated affiliates, less maintenance capital expenditures, pro-rata adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness and changes in others assets. Management believes cash investors. Reg. G